Religare-Zee Group’s 2014 Loan Agreements Governed By Indian Stamp Act, Not Maharashtra Law: Delhi HC Sets Aside Arbitral Award

In March 2014, Religare Finvest Ltd. advanced four loan facilities to companies in the Zee Group under loan agreements dated 15 March 2014.

The borrowers signed the agreements in Mumbai; Religare signed them in Delhi.

The agreements bore Maharashtra stamp duty of ₹100 each, and Religare later paid an additional ₹1,000 in Delhi on each agreement.

In the first arbitration, the tribunal held that the Maharashtra Stamp Act, 1958 (MSA) applied and directed Religare to approach the Maharashtra stamp authorities.

On appeal, the Delhi High Court held that the Indian Stamp Act, 1899 (ISA), as applicable in Delhi, applied.

The Supreme Court dismissed the SLP and subsequently clarified that, after production of the originals, the arbitrator should decide both the applicable stamp legislation and whether the documents were sufficiently stamped.

The successor arbitrator then issued an interim award holding that the MSA applied and that the agreements were sufficiently stamped under Article 5(h)(B) of its Schedule I.

Both sides challenged that award under Section 34: the Zee Group disputed the applicable duty, while Religare disputed the application of the MSA.

Under Sections 2(c), 16(5)–(6), 31(6), 34 and 37 of the Arbitration and Conciliation Act, 1996, an interim award deciding a matter finally and conclusively may be challenged under Section 34; by contrast, rejection of a plea raised under Section 16 ordinarily remains challengeable only after the final award.

IFFCO Ltd. v. Bhadra Products and MCM Worldwide (P) Ltd. v. Construction Industry Development Council distinguish a final decision on a preliminary issue from rejection of a jurisdictional plea under Section 16.

In Re: Interplay Between Arbitration Agreements and the Stamp Act and Tarini Prasad Mohanty v. Sunflag Iron & Steel Co. Ltd. recognise that stamping objections may fall within the tribunal’s competence under Section 16.

Under Sections 3, 17 and 18 of the MSA and the corresponding ISA provisions, stamp liability attaches to an instrument, but the statutes do not expressly resolve which State’s law governs a multi-party instrument signed in different States.

S.N. Mathur v. Board of Revenue requires the instrument to be construed as a whole and by its substance.

New Central Jute Mills Co. Ltd. v. State of W.B. recognises that execution may create stamp liability in one State and receipt of an instrument with a territorial connection may create liability in another.

Under State of Bombay v. R.M.D. Chamarbaugwala, territorial nexus must be real, not illusory, and the liability must be pertinent to that connection.

Chief Controlling Revenue Authority v. Canara Industrial and Banking Syndicate Ltd. and Manohar Kammath v. Ram Mohan Kammath treat execution as complete when the signatures required by the instrument’s character have been affixed.

The Court held the petitions maintainable because the successor arbitrator framed preliminary issues after the Supreme Court’s remand, expressly left open whether the earlier Section 16 application had been disposed of, and conclusively decided the applicable stamp legislation and sufficiency of duty.

Those determinations would not be revisited in the final award and therefore constituted an interim award under Section 31(6), rather than a rejection of a Section 16 plea attracting the bar in Section 16(5)–(6).

On the merits, the Court found no statutory rule making the place of the first signature decisive when a multi-party instrument is signed in different States.

It instead examined the instrument’s character and the territorial connection.

The borrowers’ signatures in Mumbai did not complete these agreements: the lender’s signatures were necessary, and the agreements became executed instruments when Religare signed them in Delhi.

Delhi therefore had the relevant territorial nexus, and the ISA, as applicable in Delhi, governed.

The Court also found that the FSTs specified the facility amounts and that the loan agreement required the relevant Facility Documents, including the FST, to be read with it.

The arbitrator’s contrary treatment overlooked material contractual terms.

It set aside the interim award dated 28 February 2026, allowed Religare’s petitions (O.M.P. (COMM) Nos. 323/2026, 327/2026, 328/2026 and 331/2026), and dismissed the Zee Group’s petitions (O.M.P. (COMM) Nos. 253/2026–256/2026).

Pending applications were disposed of; no order as to costs.